<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 20, 1996
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
TJ INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 82-0250992
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
200 E. MALLARD DRIVE
BOISE, IDAHO 83706
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
ASSOCIATES' STOCK PURCHASE PLAN
(FULL TITLE OF THE PLAN)
----------------------------
RICHARD B. DRURY
CORPORATE SECRETARY
TJ INTERNATIONAL, INC.
200 E. MALLARD DRIVE
BOISE, IDAHO 83706
TELEPHONE (208) 364-3300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
-----------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------
<S> <C>
COMMON STOCK, PAR VALUE $1.00 PER SHARE 90,000 $21.375 $1,923,750 $663.36
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement relates to the registration of Ninety
Thousand (90,000) additional shares of $1.00 par value common stock ("Common
Stock") for issuance or delivery under the TJ International, Inc. Associates'
Stock Purchase Plan (the "Plan"). Pursuant to Rule 416(a) under the Securities
Act of 1933, this Registration Statement also relates to such indeterminate
number of additional shares of Common Stock as may be issuable to eliminate any
dilutive effect of any future stock split, stock dividend or similar
transaction.
(2) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457 under the Securities Act of 1933, as amended, the price per
share is estimated to be $21.375, based upon the average high and low prices
for TJ International, Inc. Common Stock as reported on the NASDAQ National
Market on December 19, 1996.
- --------------------------------------------------------------------------------
<PAGE>
PART I
INFORMATION REQUIRED IN THE 10(a) PROSPECTUS
The information required in Part I is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act of 1933 and the
Note to Part I of form S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference into this
Registration Statement and are deemed to be a part hereof from the date of the
filing of such documents.
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 30, 1995.
(2) All reports filed by the Registrant pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") since the
end of the fiscal year covered by the Registrant's Annual 1995 Report
on Form 10-K, including without limitation, the Registrant's Quarterly
Report on Form 10-Q for the three months ended September 28, 1996.
(3) The description of Common Stock contained in the Registrant's
Registration Statement filed under Section 12 of the Exchange Act,
including all amendments or reports filed for the purpose of updating
such description.
(4) All other documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment to this Registration Statement
that indicates that all securities offered have been sold or that
deregisters all securities that remain unsold.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Amended Certificate of Incorporation ("Certificate") of the Company
provides that a director of the Company shall not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the General Delaware Corporation Law ("DGCL"),
or (iv) for any transaction from which the director derived any improper
personal benefit.
The Bylaws ("Bylaws") of the Company provide that to the full extent
permitted by law, the Company shall indemnify and advance expenses to any person
who is or was a director, officer, employee or fiduciary of the Company, or was
serving at the request of a director, officer, employee or fiduciary of the
Company, against liabilities which may be incurred by such person by reason of
(or arising in part from) such capacity.
Section 145 of the DGCL authorizes the indemnification of directors and
officers against liability incurred by reason of being a director or officer and
against expenses (including attorneys' fees), judgments, fines and
<PAGE>
amounts paid in settlement actually and reasonably incurred in connection with
any action, suit or proceeding seeking to establish such liability, in the case
of third-party claims, if the officer or director acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interest of
the corporation, and in the case of actions by or in the right of the
corporation, if the officer or director acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation, unless, despite the adjudication of liability, a court otherwise
determines. Indemnification also is authorized with respect to any criminal
action or proceeding where, in addition to the above, the officer or director
has no reasonable cause to believe that his conduct was unlawful.
The above discussion of the Company's Certificate, Bylaws and Section 145
of the DGCL is only a summary and is qualified in its entirety by the full text
of each of the foregoing.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The exhibits included as part of this Registration Statement are as
follows:
Exhibit Number Description
-------------- -----------
3.01 Amended Certificate of Incorporation of the Company was
filed as an exhibit to the Company's Form 10-Q for the
quarter ended July 2, 1994, and is incorporated herein
by this reference.
3.02 Bylaws of Trus Joist Corporation (a Delaware
corporation), was filed as an exhibit to the Company's
Form 10-K for the fiscal year ended December 28, 1991,
and is incorporated herein by this reference.
4.01 TJ International, Inc. Associates' Stock Purchase Plan,
Restated as of October 1, 1995.
5.01 Opinion of Hawley Troxell Ennis & Hawley
23.01 Consent of Hawley Troxell Ennis & Hawley (included in
Exhibit 5.01)
23.02 Consent of Arthur Andersen LLP
24.01 Powers of Attorney
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement;
II-1
<PAGE>
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities being offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
(Signatures on following page)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Boise, State of Idaho, on December 18, 1996.
TJ INTERNATIONAL, INC.
By: /s/ Thomas H. Denig
--------------------
Thomas H. Denig
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- --------- -------- ----
<S> <C> <C>
/s/ Thomas H. Denig President and Chief Executive
- --------------------------- Officer (Principal Executive
Thomas H. Denig Officer and Director) Dec. 18, 1996
/s/ Valerie A. Heusinkveld Vice President, Finance and
- --------------------------- Chief Financial Officer
Valerie A. Heusinkveld (Principal Financial and
Accounting Officer) Dec. 18, 1996
/s/ Harold E. Thomas * Chairman of the Board Dec. 18, 1996
- ---------------------------
Harold E. Thomas
/s/ Robert B. Findlay * Director Dec. 18, 1996
- ---------------------------
Robert B. Findlay
/s/ J. L. Scott * Director Dec. 18, 1996
- ---------------------------
J. L. Scott
/s/ Jerre L. Stead * Director Dec. 18, 1996
- ---------------------------
Jerre L. Stead
/s/ Arthur L. Troutner * Director Dec. 18, 1996
- ---------------------------
Arthur L. Troutner
/s/ J. Robert Tullis * Director Dec. 18, 1996
- ---------------------------
J. Robert Tullis
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- --------- -------- ----
<S> <C> <C>
/s/ Steven C. Wheelwright * Director Dec. 18, 1996
- ---------------------------
Steven C. Wheelwright
/s/ William J. White * Director Dec. 18, 1996
- ---------------------------
William J. White
</TABLE>
* Thomas H. Denig, by signing his name hereto, does hereby sign this
Registration Statement on behalf of each of the above-named directors of TJ
International, Inc., pursuant to powers of attorney executed on behalf of each
such director.
By: /s/ Thomas H. Denig
-------------------
Thomas H. Denig
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
3.01 Amended Certificate of Incorporation of
the Company was filed as an exhibit to the
Company's Form 10-Q for the quarter ended
July 2, 1994, and is incorporated herein
by this reference.
3.02 Bylaws of Trus Joist Corporation (a Delaware
corporation), was filed as an exhibit to the
Company's Form 10-K for the fiscal year ended
December 28, 1991, and is incorporated herein
by this reference.
4.01 TJ International, Inc. Associates' Stock Purchase
Plan, Restated as of October 1, 1995
5.01 Opinion of Hawley Troxell Ennis & Hawley
23.01 Consent of Hawley Troxell Ennis & Hawley
(included in Exhibit 5.01)
23.02 Consent of Arthur Andersen LLP
24.01 Powers of Attorney
<PAGE>
EXHIBIT 4.01
TJ INTERNATIONAL, INC. ASSOCIATES' STOCK PURCHASE PLAN
<PAGE>
TJ INTERNATIONAL, INC.
ASSOCIATES' STOCK PURCHASE PLAN
RESTATED AS OF OCTOBER 1, 1995
PREAMBLE. This document comprises the TJ International, Inc. Associates'
Stock Purchase Plan (the "Plan"). Pursuant to the terms of the Plan set forth
below, eligible employees ("Associates") of TJ International, Inc. (the
"Company") or any designated subsidiary or partnership may purchase not more
than 800,000 shares of the Company's $1.00 par value common stock ("Shares") on
the open market at the prevailing market price at the time of purchase, with
funds in part withheld through regular payroll deductions from the earnings of
participants and in part contributed by the participants' respective employers.
Each participant's authorized payroll deductions ("Authorized Deductions") and
his employer's contributions will be remitted to a major brokerage firm (the
"Broker"), which will open and maintain an account ("Plan Account") for each
such participant and will purchase Company stock on the open market on his/her
behalf. The employers will pay all expenses in connection with purchases of
Shares under the Plan on behalf of their respective Associates, including
brokerage commissions and service charges. Participation in the Plan is
entirely voluntary; and each participant has full power to hold or dispose of
the Shares held in his/her Plan Account.
The terms of the Plan follow:
1. PURPOSE. The Company is sponsoring this Plan to encourage regular
scheduled investment in and accumulation of Shares of the Company's common
stock. The Plan offers a convenient way for eligible Associates to become
stockholders in the Company.
2. ADMINISTRATION. The Plan shall be administered by the Company's
Board of Directors, based on recommendations by management. Subject to the
provisions of the Plan, the Board of Directors is authorized in its sole
discretion (i) to construe and interpret the Plan; (ii) to define the terms used
in the Plan; (iii) to prescribe, amend and rescind rules and regulations related
to the Plan; (iv) to designate those subsidiaries of the Company whose eligible
Associates may participate in the Plan; to designate any eligible Associate as a
Supervisory or Managerial Associate or a Senior Supervisor or Senior Managerial
Associate; to designate any member of the New York Stock Exchange or any bank as
the Broker; and to rescind any such designation described in this
paragraph 2(iv); (v) to make all other determinations necessary or advisable for
the administration of the Plan; (vi) to amend or revise the terms of the Plan or
the amount of the Company's matching contributions; and (vii) to terminate the
Company's payment of brokerage commissions or other expenses incident to the
purchase of Shares under the Plan or to suspend or terminate the Plan or the
Company's matching contributions hereunder.
The Company's Board of Directors may by resolution delegate any or all of
its administrative powers and duties under the Plan to the Company's President,
who shall then administer the Plan as the Board's appointee until such time as
the Board shall terminate the designation of such powers and duties.
All determinations under and interpretations of the Plan by the Board of
Directors or its appointee shall be binding and conclusive on all participants
in the Plan and on their legal representatives and beneficiaries.
3. PAYROLL DEDUCTION AUTHORIZATION. Each participant shall specify on
a Payroll Deduction Authorization form the amount of the Authorized Deduction to
be withheld from his/her paycheck each pay period. Participants paid weekly may
authorize payroll deductions, in whole dollar amounts only, ranging between a
minimum of $2 per paycheck and a maximum of $36 per paycheck. Participants paid
biweekly may authorize payroll deductions in whole dollar amounts only, ranging
between a minimum of $4 and $72. Participants paid semi-monthly may authorize
payroll deductions, in whole dollar amounts only, ranging between a minimum of
$5 per paycheck and a maximum of $78 per paycheck.
<PAGE>
By submitting a written request to his/her employer's payroll department,
each participant may at any time increase or decrease his/her Authorized
Deduction within the limits stated in this paragraph 3 or may terminate his/her
Authorized Deduction within the limits stated in this paragraph 3 (and thereby
his/her participation in the Plan). Commencement, revision or termination of an
Authorized Deduction shall become effective as soon as practicable after a
participant's request is received by the employer's payroll department.
4. MATCHING CONTRIBUTIONS. His/her employer shall contribute to each
participant's Plan Account an amount equal to 10% of his/her Authorized
Deduction from each paycheck, except that:
(i) To the Plan Account of a participant designated as a Supervisory or
Managerial Associate under the Plan, the employer shall contribute 100% of the
first $6 and 10% of each additional $1 of his/her Authorized Deduction from each
paycheck if he/she is paid weekly, 100% of the first $12 and 10% of each
additional $1 of his/her Authorized Deduction from each paycheck if he/she is
paid biweekly, or 100% of the first $13 and 10% of each additional $1 of his/her
Authorized Deduction from each paycheck if he/she is paid semi-monthly; and
(ii) To the Plan Account of a participant designated as a Senior
Supervisory or Senior Managerial Associate under the Plan, the employer shall
contribute 100% of the first $12 and 10% of each additional $1 of his/her
Authorized Deduction from each paycheck if he/she is paid weekly, 100% of the
first $24 and 10% of each additional $1 of his/her Authorized Deduction from
each paycheck if he/she is paid biweekly, or 100% of the first $26 and 10% of
each additional $1 of his/her Authorized Deduction from each paycheck if he/she
is paid semi-monthly.
5. ELIGIBILITY AND ENROLLMENT. Except as otherwise provided in this
paragraph 5, each Associate of the Company or any designated subsidiary who has
attained the age of majority in his/her state of residence is eligible to
participate in the Plan after 60 days of employment and is a full-time Associate
(regularly scheduled to work 20 or more hours per week). An Associate is
ineligible to participate in the Plan, however, if (i) he belongs to a union,
unless such participation is expressly permitted or required by a collective
bargaining agreement then in effect between such Associate's union and his
employer; or (ii) he is an officer or a director or an owner of 10% or more of
any class of equity security of the Company or any designated subsidiary.
Any eligible Associate designated as a Supervisory or Managerial Associate
or as a Senior Supervisory or Senior Managerial Associate for purposes of the
100% matching provisions of paragraphs 4(i) or 4(ii) of the Plan shall be
ineligible for such 100% matching provisions for a twelve month period following
his/her acceptance of any stock option granted under any stock option plan
sponsored by the Company. Such an Associate shall continue to be eligible,
however, for the 10% Company matching contribution under paragraph 4.
To enroll in the Plan, an eligible Associate must sign the following
documents and deliver them to the payroll department at the location responsible
for his/her payroll administration.
(i) a payroll deduction authorization form;
(ii) a purchase order form authorizing the Broker to establish his Plan
Account and containing certain terms and conditions prescribed by the Broker;
(iii) a substitute IRS W-9 form certifying that he/she is not subject to
back-up withholding under the provisions of the Internal Revenue Code;
(iv) such additional or different forms as may be required by law, the
Company or the Broker from time to time.
6. INVESTMENT OF FUNDS. Within ten days after the end of each calendar
month, the aggregate amount of all Authorized Deductions withheld from paychecks
issued during that month shall be combined with the employers' matching
contributions and remitted by the employers to the Broker, together with a list
of the amounts attributable to each participant's Plan Account. Authorized
Deductions and the employers' contributions shall not be segregated from the
employers' general operating funds until remitted to the Broker; and no interest
<PAGE>
shall be paid to participants on Authorized Deductions or the employers'
contributions at any time. When the Broker receives the funds, it shall
purchase the Company's stock on the open market as the then current market
value. Purchases shall be made by the Broker as soon as reasonably practicable
after receipt of the funds. The Broker shall, when necessary in its opinion,
spread out its purchases over a period of time so that the price of the
Company's stock is not adversely affected. Each participant's Plan Account
shall be credited with his pro rata proportion of all Shares purchased for all
participants with each month's funds; and the price of the Shares allocated to
each participant's Plan Account shall be the average price paid for all Shares
purchased for all participants with each month's funds.
The employers shall pay all expenses incident to purchases of the Company's
Shares under the Plan (such as brokerage commissions and service charges) on
behalf of their respective Associates. Each participant's Plan Account shall be
credited with as many full and/or fractional shares (to four decimal places) as
the funds remitted by his employer attributable to such account will allow.
7. DIVIDEND REINVESTMENT. Each participant's Plan Account shall be
credited with all cash dividends on the Shares held by the Broker for that
account. Such dividends shall automatically be reinvested to purchase more of
the Company's stock on the next business day following receipt of the dividend
by the Broker, unless the participant instructs the Broker otherwise. The
employers shall pay all brokerage commissions and other expenses on such
dividend reinvestments on behalf of their respective Associates.
Stock dividends and stock splits shall automatically be applied to each
Plan Account in the form of full and fractional shares, without charge. Other
distributions of securities and rights to subscribe shall be sold for
participants by the Broker and the proceeds reinvested in additional Shares of
the Company's stock. The employers shall pay all expenses incident to any such
reinvestment on behalf of their respective Associates.
8. STOCK CERTIFICATES. Stock certificates for the Shares owned by each
participant will not be issued in his/her name unless he/she requests the Broker
to deliver him/her a certificate for any or all of his/her full Shares; however,
dividends on certificates sent to a participant will not be reinvested
automatically and without charge. Certificates shall not be issued for
fractional shares. A participant who requests delivery of a certificate for his
full Shares shall also receive a check for the value or the net proceeds of sale
of any fractional Share.
9. OTHER TRANSACTIONS IN PLAN ACCOUNTS. If the Broker permits,
participants may directly authorize the Broker to use the Plan Account to
purchase and sell securities (including the Company's stock) outside the Plan.
The employers shall not pay any brokerage commissions or other expenses in
connection with any such purchases and sales, including sales of Shares
purchased under the Plan, inactive annual account maintenance fees or any other
fees.
10. ACCOUNT STATEMENTS. Periodically, the Broker shall send each
participant a summary statement showing all activity in his/her Plan Account for
the previous period. The statement shall list the total number of full and
fractional shares accumulated to date, the Shares purchased and the average
price paid each month, and the details of any other transactions in the Plan
Account which may have been ordered by the participant. Each participant shall
also receive confirmation of every purchase, sale and dividend reinvestment, as
well as reportable dividend information necessary to file tax returns.
11. NONTRANSFERABILITY. The right of any eligible Associate to
participate in the Plan and the right of any participant to purchase Shares
hereunder shall not be transferable; provided, however, that a participant may
designate any other person as joint owner of his/her Plan Account if the Broker
and applicable state law permit.
12. SHAREHOLDER RIGHTS. Each participant shall receive all materials
furnished by the Company for the benefit and information of its stockholders,
such as notice of the annual meeting of the shareholders, the Company's annual
report to shareholders, interim reports and proxy forms.
Each participant shall have the right to vote the full Shares held in
his/her Plan Account. If the Company distributes proxies, either the Company or
the Broker shall request voting instructions from each participant; and
<PAGE>
each participant's full Shares shall be voted in accordance with such written
instructions duly delivered to the Company or the Broker, as the case may be.
Each participant shall be the owner of all securities held in his/her Plan
Account and, subject to any joint ownership with any other person, shall have
full power to hold or dispose of such securities.
13. TERMINATION OF PARTICIPATION. A participant may terminate
participation in the Plan at any time by submitting a written request to his/her
employer's payroll department. Participation terminates automatically upon a
participant's death, retirement or termination of employment for any reason
(including Associates that receive a paycheck under the Severance Plan).
Nevertheless, all Authorized Deductions and employer contributions for pay
periods ending prior to the date of termination shall be remitted to the Broker
and invested on the terminating participant's behalf under the Plan.
Each participant's Authorized Deduction is junior to all charges,
reductions, adjustments, taxes liens or other deductions from his salary or
wages. If, after accounting for such deductions, the net amount of any paycheck
is less than the sum of the Authorized Deduction and any additional taxes
required to be withheld on the employer's contribution, the participant's
participation in the Plan shall be automatically suspended for such pay period.
The participant's Authorized Deduction shall not be withheld from his/her
paycheck; and the employer shall make no matching contribution for that pay
period.
14. TAX WITHHOLDING. In accordance with applicable laws, each
participant's employer shall withhold all applicable federal income and FICA
taxes and foreign, state, local and other taxes upon the basis of each
participant's salary or wages plus the employer's contribution to such
participant's Plan Account.
15. EFFECTIVE DATE. The Plan shall become effective on the later of
April 1, 1985 or the effective date of the Registration Statement under the
Securities Act of 1933 covering the Shares to be purchased under the Plan.
Eligible Associates may enroll at any time on or after the effective date of
this Plan.
16. DURATION. The Plan shall continue in effect until 800,000 Shares
have been purchased by participants, unless the Plan is sooner terminated by the
Company's Board of Directors.
17. GOVERNMENTAL AND OTHER REGULATIONS. The Plan, the right of eligible
Associates to participate in the Plan and the right of participants to purchase
Shares hereunder shall be subject to all applicable federal, state and foreign
laws, rules and regulations, and to such approvals by any regulatory or
governmental agency as may, in the opinion of counsel for the Company, be
required.
<PAGE>
EXHIBIT 5.01
OPINION OF HAWLEY TROXELL ENNIS & HAWLEY
<PAGE>
Hawley Troxell Ennis & Hawley
Attorneys and Counselors
First Interstate Center
877 Main Street, Suite 1000
P.O. Box 1617
Boise, Idaho 83701-1617
(208) 344-6000
December 18, 1996
TJ International, Inc.
200 E. Mallard Drive
Boise, Idaho 83706
Re: TJ INTERNATIONAL, INC. ASSOCIATES' STOCK PURCHASE PLAN
FORM S-8 REGISTRATION STATEMENT
Ladies and Gentlemen:
This office represents TJ International, Inc., a Delaware corporation (the
"Company"). This opinion is delivered in connection with the referenced Form
S-8 Registration Statement relating to the TJ International, Inc. Associates'
Stock Purchase Plan (the "Plan"), and the proposed offering of up to 90,000
shares of the Company's Common Stock, $1.00 par value per share (hereinafter
referred to as the "Common Stock"). In connection therewith, we have examined
originals or copies of corporate records, certificates of public officials and
of officers of the Company and other instruments relating to the authorization
and issuance of such shares of Common Stock as we have deemed relevant and
necessary for the opinion hereinafter expressed.
On the basis of the foregoing, we are of the opinion that the Plan and the
proposed offer thereunder of up to 90,000 shares of Common Stock have been duly
authorized by the Board of Directors of the Company, and the shares, when issued
in accordance with the terms and conditions of the Plan, will be legally issued,
fully paid and nonassessable.
The opinions herein expressed are limited to the laws of the United States,
and the General Corporation Law of the State of Delaware, all as in effect on
the date hereof.
We hereby consent to the filing of this opinion as an exhibit to said
Registration Statement on Form S-8.
Sincerely,
HAWLEY TROXELL ENNIS & HAWLEY
/s/ Hawley Troxell Ennis & Hawley
<PAGE>
EXHIBIT 23.02
CONSENT OF ARTHUR ANDERSEN LLP
<PAGE>
ARTHUR ANDERSON LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 1, 1996
included in the Company's Form 10-K for the year ended December 30, 1995 and to
all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
/s/ Arthur Andersen LLP
Boise, Idaho
December 11, 1996
<PAGE>
EXHIBIT 24.01
POWERS OF ATTORNEY
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SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That I, Harold E. Thomas, have made,
constituted and appointed, and by these presents do make, constitute and appoint
either the Chairman of the Board or the President of TJ International, Inc., a
Delaware corporation, my true and lawful attorney in my name, place and stead,
and for my use and benefit as follows:
- For the special purpose of signing the Company's Form 10-K for the
fiscal year ended December 30, 1995 to be filed with the Securities
and Exchange Commission on or before March 29, 1996, and
- For the special purpose of signing all such Forms S-8 as the Company
may be required to file pursuant to SEC regulations.
and to sign, seal, execute, deliver and acknowledge such instruments in writing
of whatever kind and nature as may be necessary or proper in the premises.
I HEREBY give and grant unto said attorney full power and authority to do
and perform all and every act and thing whatsoever requisite and necessary to be
done, as fully to all intents and purposes as I might or could do if personally
present, and hereby ratify and confirm all that said attorney shall lawfully do
or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 14th day of
February, 1996.
/s/ Harold E. Thomas
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SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That I, Robert B. Findlay, have made,
constituted and appointed, and by these presents do make, constitute and appoint
either the Chairman of the Board or the President of TJ International, Inc., a
Delaware corporation, my true and lawful attorney in my name, place and stead,
and for my use and benefit as follows:
- For the special purpose of signing the Company's Form 10-K for the
fiscal year ended December 30, 1995 to be filed with the Securities
and Exchange Commission on or before March 29, 1996, and
- For the special purpose of signing all such Forms S-8 as the Company
may be required to file pursuant to SEC regulations.
and to sign, seal, execute, deliver and acknowledge such instruments in writing
of whatever kind and nature as may be necessary or proper in the premises.
I HEREBY give and grant unto said attorney full power and authority to do
and perform all and every act and thing whatsoever requisite and necessary to be
done, as fully to all intents and purposes as I might or could do if personally
present, and hereby ratify and confirm all that said attorney shall lawfully do
or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 14th day of
February, 1996.
/s/ Robert B. Findlay
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SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That I, J.L. Scott, have made, constituted
and appointed, and by these presents do make, constitute and appoint either the
Chairman of the Board or the President of TJ International, Inc., a Delaware
corporation, my true and lawful attorney in my name, place and stead, and for my
use and benefit as follows:
- For the special purpose of signing the Company's Form 10-K for the
fiscal year ended December 30, 1995 to be filed with the Securities
and Exchange Commission on or before March 29, 1996, and
- For the special purpose of signing all such Forms S-8 as the Company
may be required to file pursuant to SEC regulations.
and to sign, seal, execute, deliver and acknowledge such instruments in writing
of whatever kind and nature as may be necessary or proper in the premises.
I HEREBY give and grant unto said attorney full power and authority to do
and perform all and every act and thing whatsoever requisite and necessary to be
done, as fully to all intents and purposes as I might or could do if personally
present, and hereby ratify and confirm all that said attorney shall lawfully do
or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 14th day of
February, 1996.
/s/ J. L. Scott
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SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That I, Jerre L. Stead, have made,
constituted and appointed, and by these presents do make, constitute and appoint
either the Chairman of the Board or the President of TJ International, Inc., a
Delaware corporation, my true and lawful attorney in my name, place and stead,
and for my use and benefit as follows:
- For the special purpose of signing the Company's Form 10-K for the
fiscal year ended December 30, 1995 to be filed with the Securities
and Exchange Commission on or before March 29, 1996, and
- For the special purpose of signing all such Forms S-8 as the Company
may be required to file pursuant to SEC regulations.
and to sign, seal, execute, deliver and acknowledge such instruments in writing
of whatever kind and nature as may be necessary or proper in the premises.
I HEREBY give and grant unto said attorney full power and authority to do
and perform all and every act and thing whatsoever requisite and necessary to be
done, as fully to all intents and purposes as I might or could do if personally
present, and hereby ratify and confirm all that said attorney shall lawfully do
or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 10th day of
December, 1996.
/s/ Jerre L. Stead
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SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That I, Arthur L. Troutner, have made,
constituted and appointed, and by these presents do make, constitute and appoint
either the Chairman of the Board or the President of TJ International, Inc., a
Delaware corporation, my true and lawful attorney in my name, place and stead,
and for my use and benefit as follows:
- For the special purpose of signing the Company's Form 10-K for the
fiscal year ended December 30, 1995 to be filed with the Securities
and Exchange Commission on or before March 29, 1996, and
- For the special purpose of signing all such Forms S-8 as the Company
may be required to file pursuant to SEC regulations.
and to sign, seal, execute, deliver and acknowledge such instruments in writing
of whatever kind and nature as may be necessary or proper in the premises.
I HEREBY give and grant unto said attorney full power and authority to do
and perform all and every act and thing whatsoever requisite and necessary to be
done, as fully to all intents and purposes as I might or could do if personally
present, and hereby ratify and confirm all that said attorney shall lawfully do
or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 14th day of
February, 1996.
/s/ Arthur L. Troutner
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SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That I, J. Robert Tullis, have made,
constituted and appointed, and by these presents do make, constitute and appoint
either the Chairman of the Board or the President of TJ International, Inc., a
Delaware corporation, my true and lawful attorney in my name, place and stead,
and for my use and benefit as follows:
- For the special purpose of signing the Company's Form 10-K for the
fiscal year ended December 30, 1995 to be filed with the Securities
and Exchange Commission on or before March 29, 1996, and
- For the special purpose of signing all such Forms S-8 as the Company
may be required to file pursuant to SEC regulations.
and to sign, seal, execute, deliver and acknowledge such instruments in writing
of whatever kind and nature as may be necessary or proper in the premises.
I HEREBY give and grant unto said attorney full power and authority to do
and perform all and every act and thing whatsoever requisite and necessary to be
done, as fully to all intents and purposes as I might or could do if personally
present, and hereby ratify and confirm all that said attorney shall lawfully do
or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 14th day of
February, 1996.
/s/ J. Robert Tullis
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SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That I, Steve C. Wheelwright, have made,
constituted and appointed, and by these presents do make, constitute and appoint
either the Chairman of the Board or the President of TJ International, Inc., a
Delaware corporation, my true and lawful attorney in my name, place and stead,
and for my use and benefit as follows:
- For the special purpose of signing the Company's Form 10-K for the
fiscal year ended December 30, 1995 to be filed with the Securities
and Exchange Commission on or before March 29, 1996, and
- For the special purpose of signing all such Forms S-8 as the Company
may be required to file pursuant to SEC regulations.
and to sign, seal, execute, deliver and acknowledge such instruments in writing
of whatever kind and nature as may be necessary or proper in the premises.
I HEREBY give and grant unto said attorney full power and authority to do
and perform all and every act and thing whatsoever requisite and necessary to be
done, as fully to all intents and purposes as I might or could do if personally
present, and hereby ratify and confirm all that said attorney shall lawfully do
or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 14th day of
February, 1996.
/s/ Steven C. Wheelwright
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<PAGE>
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That I, William J. White, have made,
constituted and appointed, and by these presents do make, constitute and appoint
either the Chairman of the Board or the President of TJ International, Inc., a
Delaware corporation, my true and lawful attorney in my name, place and stead,
and for my use and benefit as follows:
- For the special purpose of signing the Company's Form 10-K for the
fiscal year ended December 30, 1995 to be filed with the Securities
and Exchange Commission on or before March 29, 1996, and
- For the special purpose of signing all such Forms S-8 as the Company
may be required to file pursuant to SEC regulations.
and to sign, seal, execute, deliver and acknowledge such instruments in writing
of whatever kind and nature as may be necessary or proper in the premises.
I HEREBY give and grant unto said attorney full power and authority to do
and perform all and every act and thing whatsoever requisite and necessary to be
done, as fully to all intents and purposes as I might or could do if personally
present, and hereby ratify and confirm all that said attorney shall lawfully do
or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 14th day of
February, 1996.
/s/ William J. White
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